Form 4: RA Capital Management and Affiliates Report Acquisition of Acrivon Therapeutics Stock Options

RA Capital Management, L.P., a significant shareholder and director of Acrivon Therapeutics, Inc., reported the acquisition of 20,275 stock options through an affiliated director's grant.

Summary

• RA Capital Management, L.P., along with its affiliated funds (RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P.) and managing members (Peter Kolchinsky and Rajeev Shah), reported changes in beneficial ownership of Acrivon Therapeutics, Inc. (ACRV).
• The filing details the acquisition of 20,275 stock options (derivative securities) on June 13, 2025.
• These options have an exercise price of $1.2 per share and expire on June 12, 2035.
• The options are held by Dr. Derek DiRocco, a Partner of RA Capital Management and a director on Acrivon Therapeutics' board, for the benefit of RA Capital Healthcare Fund and RA Capital Nexus Fund II.
• The shares subject to the option will vest on the date immediately preceding Acrivon Therapeutics' next annual meeting of stockholders, contingent on Dr. DiRocco's continuous service.
• Dr. DiRocco is obligated to transfer any net cash or stock received upon exercise of the option to RA Capital Management, L.P., which will then offset advisory fees owed by the affiliated funds.
• The reporting persons disclaim beneficial ownership of the options and underlying common stock, except to the extent of their respective pecuniary interest.

Sentiment

Score: 7

Explanation: The acquisition of stock options by a director affiliated with a significant institutional investor (10% owner) is generally viewed as a positive signal, indicating continued alignment of interests and potential confidence in the company's future performance.

Positives

• The acquisition of stock options by a director affiliated with a major institutional investor (RA Capital Management, a 10% owner) can signal continued confidence in the company's future prospects.
• The structure where the economic benefit of the options flows back to the funds managed by RA Capital aligns the interests of the investment firm with the performance of Acrivon Therapeutics.

Future Outlook

The stock options are set to vest on the date immediately preceding Acrivon Therapeutics' next annual meeting of stockholders, contingent on Dr. Derek DiRocco's continuous service, indicating a future milestone for the option's full realization.

Management Comments

• RA Capital Management, L.P. (the 'Adviser') is the investment manager for RA Capital Healthcare Fund, L.P. (the 'Fund') and RA Capital Nexus Fund II, L.P. (the 'Nexus Fund II'). The general partner of the Adviser is RA Capital Management GP, LLC (the 'Adviser GP'), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members.
• Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors and holds the option for the benefit of the Fund and the Nexus Fund II.
• Dr. DiRocco is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser.
• Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction within the biotechnology/pharmaceutical industry, reflecting a compensation grant to a director affiliated with a major institutional investor. Such transactions are common and provide transparency into insider holdings and potential alignment of interests.

Corporate Governance

Related Party Transactions

• The grant of stock options to Dr. Derek DiRocco, a director and Partner at RA Capital Management (a 10% owner), where the economic benefit flows back to funds managed by RA Capital, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The acquisition of options by a director affiliated with a major investor may be perceived positively, signaling alignment of interests and potential confidence in the company's future.
• Employees: No direct impact mentioned, but the vesting condition tied to continuous service is standard for director compensation.

Next Steps

• Vesting of the 20,275 stock options on the date immediately preceding Acrivon Therapeutics' next annual meeting of stockholders, subject to Dr. DiRocco's continuous service.

Key Dates

Recommendation

Keywords

SEC Form 4, Acrivon Therapeutics, ACRV, RA Capital Management, Stock Options, Beneficial Ownership, Insider Transaction, Director Compensation, Biotechnology, Pharmaceuticals